The Patient Centered Medical Home (PCMH) has emerged as a transformative model to improve primary care delivery. Pennsylvania (PA) has one of the largest multi-payer-supported PCMH efforts to transform primary care in the U.S. The initiative started in 2008, is led by state government, and involves 152 primary care practices (75% with fewer than 5 provider FTEs), 780 providers, 17 of the state's largest commercial and Medicaid plans. As we look to enhance, disseminate and sustain this transformation work, much of the infrastructure behind the PA initiative already exists. A multi-stakeholder, government-appointed commission (representing payers, providers, hospitals, business, organized labor, and state government) meets to plan and oversee the initiative. Commission has helped drive dissemination of the initiative statewide with improved clinical outcomes. More than 90% of the participating practices are reporting standardized monthly quality outcomes in partnership with the national Improving Performance in Practice program. PA's stakeholders have agreed that a collaborative, multi-payer approach is essential to practice-wide transformation that will achieve the goals of tangible and measurable improvement in the quality of care, leading to a reduction in the costs of care. The successful initiative has involved staggered regional rollouts that include (1) learning collaborative/communities, (2) monthly performance reporting, (3) specific transformation expectations, (4) practice-based care management, (5) practice facilitation, and (6) multi-payer supported infrastructure payments to drive PCMH adoption. The project goal is to build on success with an integrated sustainable infrastructure that is ready to be disseminated throughout PA and beyond. Partnering with the statewide staffing and practice network infrastructure of PA Area Health Education Center (PA AHEC) will enable further dissemination across PA and form the basis for a national model for the primary care extension service. Our overall objectives are to (1) Enhance the current initiative by expanding practice facilitation through curriculum development, refining the learning community model, further leveraging IT resources into practices, and testing these innovations in partnership with the PA AHEC program and (2) Disseminate our successful models and lessons learned by harnessing the AHEC network to establish a robust infrastructure to spread the current intervention across all of PA, leveraging our current team's ongoing support for burgeoning statewide multi-stakeholder initiatives in other states, and package our program for targeted delivery to at least three other states. PA's multi-stakeholder collaboration can serve as a national model for the primary care extension service to transform primary care towards PCMH to improve outcomes and lower costs.